UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One)

OR

Commission file number 0-14275

EDAC Technologies Corporation

Registrant’s telephone number, including area code: (860) 677-2603

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.0025 par value

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes o No þ.

As of July 2, 2004, the aggregate market value of the registrant’s Common Stock (based upon the $1.70 closing price on that date on the OTC Bulletin Board) held by nonaffiliates (excludes shares reported as beneficially owned by directors and officers - does not constitute an admission as to affiliate status) was approximately $5,288,403.

As of February 28, 2005, there were 4,444,438 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

All statements other than historical statements contained in this Annual Report on Form 10-K or deemed to be contained herein due to incorporation by reference to a different document constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Without limitation, these forward looking statements include statements regarding the Company’s business strategy and plans, statements about the adequacy of the Company’s working capital and other financial resources, statements about the Company’s bank agreements, statements about the Company’s backlog, statements about the Company’s actions to improve operating performance, and other statements herein that are not of a historical nature. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and other factors, many of which are outside of the Company’s control, that could cause actual results to differ materially from such statements. These include, but are not limited to, factors which could affect demand for the Company’s products and services such as general economic conditions and economic conditions in the aerospace industry and the other industries in which the Company competes; competition from the Company’s competitors; the Company’s ability to reduce costs; the Company’s ability to effectively use business-to-business tools on the Internet to improve operating results; the adequacy of the Company’s revolving credit facility and other sources of capital. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Table of Contents

PART I

Item 1. Business.

General

     The accompanying consolidated financial statements include EDAC Technologies Corporation (“We”, “EDAC” or the “Company”) and its wholly-owned subsidiaries, Gros-Ite Industries, Inc. and Apex Machine Tool Company, Inc. We provide complete design, manufacture and service meeting the precision requirements of some of the most exacting customers in the world for tooling, fixtures, molds, jet engine components and machine spindles.

     As a result of the restructuring commencing in the fourth quarter of 2002 and ending in the first quarter of 2003, the Company has since operated as one segment.

Products

     We currently offer design and manufacturing services for a wide range of industries in areas such as special tooling, equipment and gauges, and components used in the manufacture, assembly and inspection of jet engines. We also specialize in the design and repair of precision spindles. Spindles are an integral part of numerous machine tools which are found in virtually any type of manufacturing environment. We have introduced new spindle proprietary products for the woodworking and automotive markets, and in July 2003, we entered into an exclusive worldwide licensing agreement to develop, design, manufacture and market a patented hydrostatic spindle product line.

     We maintain manufacturing facilities with computerized, numerically controlled machining centers, and grinding, welding, painting and assembly capabilities. Products manufactured by us include precision rings, and other components for jet engines, industrial spindles and specialized machinery designed by us or others and other assemblies requiring close tolerances.

Patents and Trademarks

     We currently hold no patents or registered trademarks, tradenames or similar intellectual property. We believe, that the nature of our business presently does not require the development of patentable products or registered tradenames or trademarks.

Marketing and Competition

     The Company developed its high skill level by serving the aerospace industry for over 50 years. For the fiscal year ended January 1, 2005, approximately 34% of our sales were to an aerospace company and approximately 39% of our sales were to a consumer products company. We provide a range of components, tooling, fixtures and design services for the aerospace company. In addition, we have expanded our commitment to serving the manufacturing needs of a broad base of industrial customers. The loss of either of these customers, or a significant decrease in the amount of business we do with these customers, would have a material adverse effect on our business.

     The competition for design, manufacturing and service in precision machining and machine tools consists of independent firms, many of which are smaller than we are. We believe that this allows us to bring a broader spectrum of support to our customers who are consistently looking for ways to consolidate their vendor base. We also compete against the in-house manufacturing and service capabilities of our larger customers. We believe that the trend by large manufacturers to outsource activities that are outside their core competency is an opportunity for us.

     The market for our products and precision machining capabilities continues to change with the development of more sophisticated use of business-to-business tools on the internet. We are actively involved in securing new business leads on the internet and have participated in internet auctions and research for quoting opportunities.

     We believe that we have a distinct competitive advantage through our ability to provide high quality, high precision, quick turnaround support to customers from design to delivery. Our experience and reputation in the demanding aerospace business provides an extra level of expertise in meeting our customers’ requirements. We believe our commitment to continuous improvement and the latest technology will generate productivity improvements required to respond to the increasing price pressure of the competitive marketplace in which we operate.

Backlog

     Our backlog as of January 1, 2005, was approximately $18,300,000 compared to $18,000,000 as of January 3, 2004. The increase is primarily due to increased orders for spindles, partially offset by decreased orders from aerospace customers. Backlog consists of accepted purchase orders that are cancelable by the customer without penalty, except for payment of costs incurred, and may involve delivery times that extend over periods as long as three years. We presently expect to complete approximately $12,000,000 of our January 1, 2005 backlog during the 2005 fiscal year.

     We maintain a website with the address www.edactechnologies.com. We are not including the information contained on our website as part of, or incorporating it by reference into, this Annual Report on Form 10-K.

Employees

     As of February 10, 2005, we had approximately 200 employees.

Item 2. Properties.

     The following table describes the location and general character of our principal plants and other materially important physical properties. The properties at 1790 and 1798 New Britain Avenue were renovated in 1997 to improve production, increase capacity and improve the appearance of both the interior and exterior. The building at 1806 New Britain Avenue was constructed in 1995 for our Aerospace operation.

Item 3. Legal Proceedings.

     We are not a party to any material pending legal proceedings.

Item 4. Submission of Matters to a Vote of Security Holders.

     No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended January 1, 2005.

PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters.

     Information in response to this item is incorporated herein by reference to “Market Information” on page 3 of our 2004 Annual Report to Shareholders.

Item 6. Selected Financial Data.

     Information in response to this item is incorporated herein by reference to “Selected Financial Information” on page 3 through 4 of our 2004 Annual Report to Shareholders.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

     Information in response to this item is incorporated herein by reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 4 through 13 of our 2004 Annual Report to Shareholders.

Item 7a. Quantitative and Qualitative Disclosure About Market Risk.

     We do not invest in derivative financial instruments, other financial instruments or derivative commodity instruments. Information in response to this item is incorporated herein by reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 4 through 13 of our 2004 Annual Report to Shareholders.

Item 8. Financial Statements and Supplementary Data.

     Information in response to this item is incorporated herein by reference to pages 14 through 32 of our 2004 Annual Report to Shareholders.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

     None

Item 9A. Controls and Procedures.

     Disclosure controls and procedures.

     The Chief Executive Officer and Chief Financial Officer of the Company evaluated the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) as of January 1, 2005 and, based on this evaluation, concluded that the Company’s disclosure controls and procedures are functioning in an effective manner to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

     There has been no change in the Company’s internal control over financial reporting during the Company’s fiscal year ended January 1, 2005 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART III

Item 10. Directors and Executive Officers of the Registrant.

Directors

     The following table sets forth, as of March 10, 2005, the name, age and principal occupation of each director of the company and each nominee for director at the 2005 annual meeting.

Audit Committee

     The Audit Committee is comprised of three members of the Company’s Board of Directors, Messrs. Raffay, Towne and Tracy. Because the Company’s Common Stock is traded on the OTC Bulletin Board, the Company is not subject to the listing requirements of any securities exchange or The Nasdaq Stock Market regarding the composition of the Company’s Audit Committee. However, each member of the Audit Committee is independent, as defined in Rule 4200(a)(15) for the listing standards of The Nasdaq Stock Market. The Board has identified Mr. Daniel Tracy as the “Audit Committee Financial Expert” as defined by the rules of the Securities and Exchange Commission (the “Commission”). The duties and responsibilities of the Audit Committee are set forth in a written Audit Committee Charter, which the Board of Directors adopted on March 14, 2001, and amended on March 3, 2003 and March 8, 2004.

Executive Officers

     The following table sets forth the name, age and current positions and offices of each executive officer of the Company:

     Mr. Pagano became President and Chief Executive Officer of the Company in August 2002 and also serves as President and Chief Executive Officer of Dapco Industries, Inc. He has served as President and Chief Executive Officer of Dapco Industries since he founded that company in 1972.

     Mr. Purple joined the Company in February 1982 as Controller. He served as Controller until November 2002, when he was appointed as Vice President – Finance, Chief Financial Officer and Secretary of the Company. Mr. Purple also served as Vice President – Finance and Chief Financial Officer of the Company from 1989 through 1996.

     Officers are elected annually by, and serve at the discretion of, the Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the Commission initial reports of beneficial ownership on Form 3 and reports of changes in beneficial ownership of the Company’s equity securities on Forms 4 or 5. The rules promulgated by the Commission under Section 16(a) of the Exchange Act require those persons to furnish the Company with copies of all reports filed with the Commission pursuant to Section 16(a). Based solely upon a review of such forms actually furnished to the Company, and written representations of certain of the Company’s directors and executive officers that no forms were required to be filed, the Company believes that during fiscal year 2004, all directors, executive officers and 10% shareholders of the Company have filed with the Commission on a timely basis all reports required to be filed under Section 16(a) of the Exchange Act.

Code of Ethics

     We have adopted a written code of ethics that applies to all of our employees, including but not limited to, our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of our code of ethics is filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended January 3, 2004, and is also available without charge by writing to: Glenn L. Purple, Secretary, EDAC Technologies Corporation, 1806 New Britain Avenue, Farmington, Connecticut 06032.

Item 11. Executive Compensation.

Executive Compensation

Summary Compensation Information

     The following table sets forth certain information concerning compensation for each of the last three fiscal years of the Company’s Chief Executive Officer and the only other executive officer of the Company whose total salary and bonus during 2004 exceeded $100,000, (collectively, the “Named Executive Officers”).

Summary Compensation Table

Option Grants

     The following table provides certain information regarding stock options granted to the Named Executive Officers in 2004.

Option Grants in Last Fiscal Year

Fiscal Year-End Option Values

     The following table provides certain information regarding options held by the Named Executive Officers at January 1, 2005.

Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values

Pension Plan

     The Company maintains a defined benefit plan that was frozen in respect to all future benefits as of April 1, 1993. The only Named Executive Officer that will benefit under the plan is Glenn Purple. From the period 1982 to 1993, Mr. Purple had earned an estimated annual retirement benefit that will be payable upon attainment of age 65 in the amount of approximately $7,800.

Compensation of Directors

     In 2004, the Company paid directors of the Company a retainer of $2,500 each fiscal quarter and $1,000 for each non-telephonic Board of Directors or Committee meeting attended. The Chairman of the Board of Directors was paid an additional retainer of $1,250 each fiscal quarter and an additional $500 per non-telephonic meeting attended. Each director who serves as Chairman of a committee was paid an additional $500 for each non-telephonic meeting chaired by such director.

     Each new director of the Company is granted a stock option to purchase 10,000 shares of Common Stock on the day of such director’s initial election to the Board of Directors. The exercise price of such options is equal to the fair market value of the Company’s Common Stock on the date of grant. Mr. Bayne, who became a director on May 20, 2003, declined his grant of stock options.

Employment Agreements

     As of February 13, 2005, the Company and Mr. Pagano entered into an amended and restated employment agreement, which replaced his February 13, 2004 employment agreement. Under the new agreement, the initial term of Mr. Pagano’s employment agreement commenced on February 13, 2005 and continues through December 31, 2005, and automatically extends for successive periods of 90 days unless either party gives the other 30 days advance written notice to the contrary. Mr. Pagano’s base salary is $15,000 per month. Under the new agreement, the Company may terminate Mr. Pagano’s employment upon cause or disability (each as defined in the agreement). If the Company terminates Mr. Pagano’s employment for any reason other than cause, disability, death, or if Mr. Pagano terminates his employment for “good reason”, Mr. Pagano is entitled to receive a lump sum severance payment equal to his base salary for the then remaining employment term. Mr. Pagano can terminate his employment for “good reason” if, during the initial term of the agreement ending December 31, 2005, (i) any of the present directors of the Company do not continue to be a director of the Company for any reason, other than death, disability or vote by shareholders, and a new director is elected or appointed to fill such vacancy, or (ii) the size of the Board is increased by the Board, except as a result of shareholder action, and a new director (or directors) is (are) appointed by the Board to fill the vacancy or vacancies created by such increase. Mr. Pagano can also terminate his employment for “good reason” if his ability to carry out his duties and responsibilities as President and Chief Executive Officer of the Company are circumvented or undermined by the actions of the Board in communicating directly with employees of the Company (other than any such communications contemplated by applicable law, regulation or stock market rule, or by any of the Company’s policies or procedures established by the Board in connection with the same).

Compensation Committee Interlocks and Insider Participation

     The Compensation Committee consists of independent directors. During the fiscal year ended January 1, 2005, the following board members served on the Compensation Committee: William B. Bayne, John Moses and Stephen J. Raffay. No member of the Compensation Committee was at any time during fiscal year 2004, or formerly, an officer or employee of the Company or any subsidiary of the Company, nor has any member of the Compensation Committee had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

     The following table sets forth information regarding the beneficial ownership of shares of Common Stock as of February 11, 2005 by (i) each director, nominee for director and Named Executive

Officer, (ii) each person or entity known by the Company to beneficially own more than 5% of the outstanding shares of Common Stock and (iii) all directors and executive officers as a group.

     The Company has determined beneficial ownership in accordance with the rules of the Commission. Unless otherwise indicated, the persons included in the table have sole voting and investment power with respect to all shares beneficially owned, except to the extent authority is shared with spouses under applicable law. Shares of Common Stock subject to options that are either currently exercisable or exercisable within 60 days of February 11, 2005 are deemed to be outstanding and to be beneficially owned by the option holder for the purpose of computing the percentage ownership of the option holder. However, these shares are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

     The above beneficial ownership information is based upon information furnished by the specified persons and is determined in accordance with Rule 13d-3 under the Exchange Act. It is not necessarily to be construed as an admission of beneficial ownership for other purposes and may include shares as to which beneficial ownership is disclaimed.

     The following table sets forth certain information regarding our equity compensation plans as of January 1, 2005.

EQUITY COMPENSATION PLAN INFORMATION

Item 13. Certain Relationships and Related Transactions.

     There are no related party transactions to report.

Item 14. Principal Accountant Fees and Services.

     The following is a summary of the fees billed by the Company’s principal accountant for professional services rendered for the fiscal years ended January 3, 2004 and January 1, 2005.

     Audit Fees. Services consist of the audit of the Company’s annual financial statements and review of financial statements included in the Company’s quarterly reports on Form 10-Q.

     Audit-Related Fees. Services consist of that which are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements, but are not reported under “Audit Fees.” No such fees were incurred during the past two years.

     Tax Fees. Services consist of tax return preparation and tax advice for federal and state taxes. Services for 2003 and 2004 were provided by accountants other than the Company’s principal accountant.

     All Other Fees. Services consist of audits of the Company’s employee benefit plans. Services for 2003 were provided by accountants other than the Company’s principal accountant.

     The Audit Committee of the Board of Directors of the Company considered that the provision of the services and the payment of the fees described above are compatible with maintaining the independence of Carlin, Charron & Rosen, LLP.

     The Audit Committee’s policy is to pre-approve all audit services, audit related services, tax services and other services. The Audit Committee may also pre-approve particular services on a case-by case basis.

     The Audit Committee approved all services and fees billed by the Company’s principal accountant for the fiscal years ended January 3, 2004 and January 1, 2005.

PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

   (a) Documents filed as a part of this report:

	1.	Financial Statements.
		The financial statements required to be filed by Item 8 hereof have been incorporated by reference to our 2004 Annual Report to Shareholders and consist of the following:

Reports of Independent Registered Public Accounting Firm

Consolidated Balance Sheets—As of January 1, 2005 and January 3, 2004.

Consolidated Statements of Operations—Fiscal Years Ended January 1, 2005, January 3, 2004 and December 28, 2002.

Consolidated Statements of Changes in Shareholders’ Equity (Deficit) and Comprehensive Income (Loss)-Fiscal Years Ended January 1, 2005, January 3, 2004 and December 28, 2002.

Consolidated Statements of Cash Flows-Fiscal Years Ended January 1, 2005, January 3, 2004 and December 28, 2002.

Notes to Consolidated Financial Statements.

	2.	Financial Statement Schedule.
		The following financial statement schedule of EDAC is required to be filed by Item 8 hereof and paragraph (c) below:

Reports of Independent Registered Public Accounting Firm on Financial Statement Schedule

Schedule II: Valuation and qualifying accounts

All other schedules for which provisions are made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.

3.

Exhibits

(b) Exhibits

See Exhibit Index included as the last part of this report on Form 10-K, which Index is incorporated herein by this reference.

(c) Financial Statement Schedules

Refer to Item 15(a) above for listing of financial statement schedules.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL
STATEMENT SCHEDULE

To the Shareholders and Board of Directors of
  EDAC Technologies Corporation

We have audited the consolidated financial statements of EDAC Technologies Corporation and subsidiaries (the “Company”) as of January 1, 2005 and January 3, 2004, and for the years then ended, and have issued our report thereon dated March 4, 2005, such consolidated financial statements and report are included in the Company’s annual report to shareholders for the fiscal year ended January 1, 2005 and are incorporated herein by reference. Our audit also included the financial statement schedule of the Company for the fiscal year ended January 1, 2005, listed in item 15. This financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements as of and for the years ended January 1, 2005 and January 3, 2004, taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ Carlin, Charron & Rosen, LLP

Glastonbury, Connecticut
March 4, 2005

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of
EDAC Technologies Corporation
Farmington, Connecticut

We have audited the consolidated financial statements of EDAC Technologies Corporation and subsidiaries for the year ended December 28, 2002, and have issued our report thereon dated February 7, 2003 (except with respect to the matters discussed in (Section 3) of Note D as to which the date is April 10, 2003, which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”); such consolidated financial statements and; report are is included in your 2004 annual report to shareholders and are incorporated herein by reference. Our audit also included the 2002 financial statement schedule of EDAC Technologies Corporation. This financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion on the schedule based on our audit. In our opinion, the 2002 financial statement schedule, when considered in relation to the 2002 basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ Deloitte & Touche LLP

Hartford, Connecticut
February 7, 2003 (except with respect to the matters discussed in (Section 3) of Note D as to which the date is April 10, 2003)

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Each person whose signature appears below hereby appoints Dominick A. Pagano and Glenn L. Purple, and each of them individually, his true and lawful attorney-in-fact, with power to act with or without the other and with full power of substitution and resubstitution, in any and all capacities, to sign any and all amendments to the Form 10-K and file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

EXHIBIT INDEX

(5)	Exhibit incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 30, 2000.
(6)	Exhibit incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001.
(7)	Exhibit incorporated by reference to the Company’s Current Report on Form 8-K dated February 19, 2002.
(8)	Exhibit incorporated by reference to the Company’s Quarterly Report on Form 10-Q dated June 30, 2002.
(9)	Exhibit incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 28, 2002.
(10)	Exhibit incorporated by reference to the Company’s Quarterly Report on Form 10-Q dated March 29, 2003.
(11)	Exhibit incorporated by reference to the Company’s Quarterly Report on Form 10-Q dated June 28, 2003
(12)	Exhibit incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended January 3, 2004.
(13)	Exhibit incorporated by reference to the Company’s Quarterly Report on Form 10-Q dated April 3, 2004.
(14)	Exhibit incorporated by reference to the Company’s Quarterly Report on Form 10-Q dated July 3, 2004
(15)	Exhibit incorporated by reference to the Company’s Current Report on Form 8-K dated January 3, 2005.
(16)	Exhibit incorporated by reference to the Company’s Current Report on Form 8-K dated February 1, 2005.

*		Confidential treatment requested as to certain portions.
**		Filed herewith